On-line document collaboration systems are used to facilitate the exchange of business transaction documents via a secure Internet website. These systems are particularly useful in situations in which multiple versions of a document are exchanged among multiple users who store and retrieve documents to and from a database. Versions of different documents may be presented in an organized manner allowing retrieval of both current and prior versions of each of the documents involved. Examples of on-line document collaboration systems are described in U.S. Pub No. 2002/0107768, U.S. Pub No. 2008/0313186 and U.S. Pat. Nos. 8,856,175 and 9,454,527, incorporated in this application by reference. On-line document collaboration systems are also useful for the posting of various documents in a database for review or consideration by other parties having access to the system, serving as electronic due diligence data rooms in business acquisition transactions and as a repository for drafts of transaction documents.
In these transactions many individual participants are involved who have different relationships with each other. All of these participants will have access to the on-line collaboration system, but in different roles and often on behalf of different organizations. Agreements may exist (or be developed) among various parties to govern the obligations of that party (and their employees and agents) with regard to information and documents accessed and exchanged using the on-line collaboration system or otherwise relating to the governance of the transaction process. It is critical that the proper governing document be agreed upon by each of the various transaction participants.
This background will provide one example of how prior art systems fail to properly address the complexities of multiparty situations with multiple governing documents. For example, documents are exchanged or presented for review in an environment involving multiple parties on different sides of a transaction. For example, document drafts may be exchanged between a buyer and a seller of a business (and their attorneys and advisers). In another example, due diligence documents relating to a seller's business may be reviewed by the prospective buyer prior to and during the negotiation of purchase transaction documents. Many of these documents are highly confidential.
It is common for a provider of a secure Internet site to require users to accept or agree to “terms of use” before gaining access to that site. Those terms of use may include, for example, confidentiality provisions. These standardized agreements are typically between the provider of the site and the user. These standardized agreements may not accurately recognize, however, the unique characteristics of different transaction participants (and website users) or the proper identity of the parties to the various confidentiality or other governance obligations that may apply. In the case of a business transaction involving a “buyer” and a “seller” almost all of the due diligence information is the confidential property of the seller. While it might be appropriate to remind seller employees having access to the site of their obligations as employees of the seller, creating a new, binding confidentiality obligation on the part of those employees is not necessary or, to the extent it creates an additional obligation with a different party—possibly inconsistent with an existing employee agreements, desirable.
A buyer, on the other hand, should be subject to strict confidentiality obligations enforceable by the seller. In most cases those obligations would be carefully defined in a confidentiality or nondisclosure agreement negotiated between the buyer and seller as one of the first steps in pursuing the potential transaction. Buyer employees should be subject to this negotiated confidentiality agreement, not a different agreement presented by a website provider.
Transaction advisers are another set of transaction participants. Different advisers should have different confidentiality obligations based on their role, existing agreements, and, in the case of legal advisors, governing ethics requirements.
One significant advantage of an on-line transaction collaboration system is that it creates a centralized database to track document access and to provide controlled access to transaction participants. But in this context a “one size fits all” approach using a “click-to-accept” single standard confidentiality provision, while simple and seemingly efficient, is not fully satisfactory. Furthermore, this prior art “click-to-accept” functionality is often structured to create contractual obligations between a user and another party—often the website provider or the party who contracted with the website provider.
This confidentiality agreement scenario is one example of a broader situation where differing agreements (referred to in this description as governing documents) apply to different pairs or groups of parties within a larger overall transaction. This invention addresses all of these situations.